THIS AGREEMENT entered into this___day of 20__, between___(Manufacturer's Name and Address) (hereinafter called "Manufacturer") and

Firm Name:

________________________________________________________________________

Doing business as:

___________________________________________________________________

Address:________________________________

City:_________________________

State:__________

Zip:______________

being (individual, partnership, corporation) of the state of ____________ (hereinafter referred to as "Dealer").

WITNESSETH

In consideration of the mutual covenants hereinafter set forth, Manufacturer and Dealer

AGREE:

1) Appointment: Manufacturer hereby appoints Dealer as the exclusive authorized Dealer for the promotion and sale of Manufacturer boats, parts and accessories as described from time to time in Manufacturer's product literature (the "product(s)") within the following defined marketing territory:

________________________________________________________________________________________________________________________________________________________________________________________________________________________

Dealer is authorized to offer for resale Manufacturer's product(s) only from the location shown above and/or the defined territory, and Dealer agrees not to offer for sale or otherwise deal in Manufacturer's product(s) from other locations without prior written consent of Manufacturer.

2) Duration: The term of this Agreement shall commence on the date first shown above and shall expire on the _______ day of _______, 19___. Manufacturer agrees to provide Dealer with written notice of non-renewal, if renewal is not contemplated, at least 90 days prior to the expiration. Dealer agrees to provide Manufacturer with written notice of non-renewal, if renewal is not contemplated, at least 90 days prior to expiration. Such notifications shall state the reasons for non-renewal. Manufacturer agrees that following termination or non-renewal of this Agreement, it will continue to sell Dealer parts and accessories for Manufacturer's boats sold by Dealer prior to termination or non-renewal for a period of not less than 12 months.

3) Dealer Responsibilities: (i) Dealer agrees to identify himself as a Dealer of Manufacturer's product(s) by use of such identification and advertising material as may be made available by Manufacturer, and to display, advertise, sell and promote retail sales of Manufacturer's product(s). Dealer agrees to purchase and carry on hand, at all times, an inventory of Manufacturer's current models and related parts and accessories to adequately represent Manufacturer's product line. Dealer agrees to sell Manufacturer product(s) only for use and not for resale. Dealer agrees to maintain a staff of personnel who are properly trained to sell and service Manufacturer's product(s). Dealer agrees to render prompt and courteous service with respect to Manufacturer's product(s) including initial outfitting, commissioning and delivery of product(s) sold by Dealer as well as post-sale service of all Manufacturer's product(s) brought to Dealer for service.

(ii)Dealer further agrees to provide complete financial statements for the dealership and its principal equity owner(s) when requested or on at mutually agreeable intervals but at least on an annual basis. Dealer consents to full and open disclosure of financial information concerning Dealer-, between Manufacturer and any financial institution or company which finances Dealer's inventory of Manufacturer product(s). Dealer agrees to conduct business in manner that preserves and enhances the reputation of both Manufacturer and Dealer for providing quality product(s) and services.

4) Orders: Dealer shall submit all orders to Manufacturer in a manner prescribed by Manufacturer. All orders submitted are subject to Manufacturer's written acceptance and Manufacturer may reject any order or portion thereof upon written notice. To the extent that Dealer's printed purchase orders or other purchasing documents are used and are inconsistent with the terms and conditions established by Manufacturer herein, the latter terms shall prevail. The filling of any order, in whole or in part is subject to inability of Manufacturer to perform caused by labor disputes, fires, floods, accidents to machinery, material shortages or regulations or any cause beyond the control of Manufacturer, it being the intention that no liability shall be sustained by Manufacturer by reason of its not filling any order thereof by such occurrences.

5) Prices and Terms: (i) Dealer may purchase Manufacturer's product(s) at current published Dealer prices, less applicable discounts, prevailing on the date of execution of this Agreement and as specified in Exhibit "A" attached hereto and made part hereof. Manufacturer reserves the right to revise prices at any time by mailing new price schedules to Dealer which shall supersede previous schedules and become part hereof. The revised schedule of prices shall become effective 45 days following publication and Dealer may cancel, in whole or in part, any order not shipped by Manufacturer, prior to the effective date of the new price schedule. Manufacturer shall have no obligation to reimburse Dealer for any loss sustained by reason of any price change.

(ii) Terms of payment on all sales shall be cash on delivery unless otherwise specified upon the Manufacturer's sales invoice. Dealer shall pay Manufacturer the lesser of 1.5% late charges per month on any past due invoices, or the maximum permitted by state law. Manufacturer may refuse shipment for any credit reason, including refusal to pay for a prior shipment. In case of dispute, both parties agree to openly discuss and make reasonable efforts to amicably resolve such disputes.

6) Shipments: All shipments shall be F.O.B. Manufacturer's factories and are subject to Manufacturer's then current terms and conditions of sale. Dealer shall pay all applicable shipping, delivery and handling charges. If Dealer fails to accept or refuses delivery of any product(s) ordered, Dealer agrees to reimburse Manufacturer for all costs incurred in returning the product(s) to Manufacturer. Manufacturer warrants not to ship to Dealer any product(s) not first ordered by Dealer, and in the event unordered product(s) are shipped and refused by Dealer, Manufacturer shall pay all costs incurred in returning said product(s) to Manufacturer. All shipments are subject to Manufacturer's production schedules. Manufacturer will make all reasonable efforts to fill Dealer orders in a timely fashion and agrees to notify Dealer in writing if a delay of more than twenty one (21) days occur. Subject to the provisions of Paragraph 4 "Orders" covering causes beyond Manufacturer's control if the delay in filling Dealer's order shall be more than forty five (45) days, Dealer shall have the right to cancel the order without obligation to reimburse Manufacturer for any loss sustained by reason of the cancellation.

7 )Title: Title to Manufacturer's product(s) shall pass to Dealer at Dealer's location identified above when delivered by Manufacturer in vehicles directly operated by Manufacturer or a carrier selected by Manufacturer to make such delivery. In all other instances and notwithstanding the provisions of any other draft bill of lading or other document, title to Manufacturer's product(s) shall pass to Dealer upon delivery to carrier.

8) Product Modification: Manufacturer reserves the right to discontinue models and/or revise, change or modify the design and construction of its product(s) without being obligated to make such changes in product(s) of prior manufacture. If change or modification significantly alters the product(s) already ordered by Dealer, Manufacturer agrees to notify Dealer of the modifications prior to shipment and Dealer shall have the option of canceling the order or shipment. Modifications by Manufacturer or cancellation by Dealer shall not constitute a cause for damages.

9) Claims: (i) Dealer agrees to make all claims for shortages, damaged unacceptable product(s) in writing within seven (7) days after receipt of shipment. Failure of Dealer to make said notification shall constitute a waiver of any such claim. Manufacturer agrees to respond to Dealer's claim within seven (7) days of receipt of said notification. Failure of Manufacturer to respond to a claim as prescribed shall constitute acceptance of claim as notified and Manufacturer agrees to settle such claim within 45 days or receipt of said notification.

(ii)Dealer agrees to file all claims for reimbursement of, but not limited to, such items as interest reimbursement, coop advertising funds and similar items owed to Dealer by Manufacturer on forms and/or in a manner prescribed by Manufacturer. Manufacturer agrees to approve and pay all such claims, except any which may be in dispute, within 45 days of receipt of properly filed claims from Dealer.

10) Dealer Performance: (i) Manufacturer and Dealer agree to mutually establish fair and reasonable performance standards for the dealership on an annual basis. Dealer shall employ its best efforts, as the exclusive Dealer within the territory, to promote and sell Manufacturer's product(s). The manufacturer shall on a regular basis give to the Dealer all leads that come to the Manufacturer for retail prospects in the Dealer's defined marketing territory. Dealer agrees to purchase from Manufacturer product(s) totaling not less than $________ annually, and further detailed on a quarterly projection which is attached to this Agreement as Exhibit "B" and made a part hereof. It is further agreed that such standards shall reflect population and sales potential within the territory, previous annual sales statistics, area annual new boat registration statistics as well as economic conditions, competition and past market penetration for specific Manufacturer's product(s). Any revision of performance standards must be by mutual consent and in writing, and may be made at any time.

11) Product Warranty: (i) Manufacturer will furnish through Dealer to first-use purchaser its standard written Warranty in effect at the time of delivery of product(s) to Dealer. Dealer shall have no authority to and shall not make any representations relating to Manufacturer's Warranty other than those made by Manufacturer in its written Warranty. Dealer agrees to deliver the product s "Operation and Maintenance" manuals to the purchaser and make Manufacturer's Warranty known to the purchaser, including all disclaimers and limitations. Dealer agrees to deliver said operation and maintenance manual with Warranty deleted if the product is used. Dealer agrees to obtain the first-use purchaser's signature on the Warranty Registration Card provided by Manufacturer and to mail the appropriate portion of said card directly to Manufacturer within thirty (30) days after delivery of product to the first-use purchaser. In the event Dealer fails to obtain said signature and return card to Manufacturer as prescribed herein, Dealer agrees to indemnify Manufacturer against any liability, loss or damage which it may sustain as a result of any successful claim against Manufacturer for breach of Warranty.

(ii) Dealer agrees to provide timely warranty service on all Manufacturer's product(s) presented to Dealer by purchasers in accordance with Manufacturer's current Warranty Service Program which is attached to this Agreement as Exhibit "C" and is made a part hereof. Dealer agrees to make all claims for reimbursement under Manufacturer's warranty service program in the manner prescribed by Manufacturer. Manufacturer may revise its warranty service program from time to time, providing Dealer with written notification of all revisions and said revisions will supersede all previous programs and be made part hereof.

(iii) Manufacturer agrees to promptly approve and fully honor all warranty claims on its product(s) when made by purchaser through Dealer in the manner prescribed by Manufacturer. Manufacturer agrees to reimburse Dealer for all approved warranty service performed at dealership on behalf of Manufacturer and its product(s) on the following basis: (a) Reimbursed shop labor rate shall be the same rate customarily charged by Dealer to customer for non-warranty service work, and shall include diagnostic time when such is applicable; (b) Reimbursement for parts shall be at current Manufacturer's suggested retail prices, and (c) Manufacturer shall respond to all properly submitted warranty claims by Dealer within twenty-one (21) days of receipt of such claims. Failure of Manufacturer to respond to any claim as prescribed shall constitute acceptance of the claim as submitted, and Manufacturer agrees to pay all claims within sixty (60) days of first receipt. Manufacturer shall pay Dealer the lessor of 1.5% late charges per month on any claim not paid within sixty (60) days or the maximum permitted by state law.

12) Service: Dealer agrees to establish and maintain a service department staffed and equipped to provide service to purchasers of Manufacturer's product(s). Dealer agrees to inventory sufficient parts and supplies to provide prompt service to purchasers. Dealer agrees to maintain complete service records. Manufacturer agrees to provide opportunities for the technical training of Dealer's service personnel for all Manufacturer's product(s) and Dealer agrees to send personnel to such training on a timely basis.

13) Termination/Cancellation: (i) This Agreement may be terminated at any time by the mutual consent of the parties. Either party may, upon 90 days written notice to the other stating the reasons for, terminate this Agreement for cause due to material breach hereof and provided the failure has not been remedied during this period.

(ii)This Agreement may be immediately terminated by either party upon written notice to the other if any of the following occur: (a) Either, if a corporation, ceases to exist; (b) Either shall become insolvent or take or fail to take any action which constitutes an admission of inability to pay debts as they mature; (c) Make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of assets; (d) Becomes a subject of an "order for relief" within the meaning of the United States Bankruptcy Court; (e) Apply to a court for the appointment of a receiver for any assets or properties; (f) Fraudulent misrepresentation that is material to Agreement.

(iii)Neither party shall be under any obligation, expressed or implied, to enter into a new Agreement upon expiration or in the event of termination, as provided, of this Agreement. In the event Manufacturer does not renew, extend or enter into a new Agreement with Dealer, or this contract is terminated as provided, Manufacturer shall have no obligation to fill or ship any orders for product(s) previously placed by Dealer, nor shall Dealer have any obligation to accept any product(s) previously ordered.

14) Repurchase: Upon termination or non-renewal of this Agreement by Manufacturer, it is agreed Manufacturer shall pay Dealer the amounts specified and in accordance with the time limits specified in section:

(i) Manufacturer shall pay Dealer the original invoice price, transportation and handling charges, freight-in costs and any other charges invoiced by Manufacturer, as well as Dealer preparation costs as documented by Dealer, and the fair market value of all the following: (a) New boats, engines and trailers, when packaged, in inventory and purchased from the Manufacturer within one (1) year of the effective date of termination or non-renewal and that have not been altered, damaged or operated as a demonstrator; (b) Parts and accessories still in original packages and in new condition if not normally packaged and purchased from Manufacturer within two (2) years of the effective date of termination or non-renewal. The price for such parts and accessories shall be that stated in the most recent Manufacturer's wholesale price list; (c) Special tools, computer hardware or software, furnishings, equipment and signs purchased from and required by Manufacturer within two (2) years of effective date of termination or non-renewal.

(ii)Manufacturer agrees to pay Dealer for boats, motors and trailers designated in Section #14 (i) (a) above within thirty (30) days of the effective date of termination or non-renewal. Manufacturer agrees to pay Dealer for all other items described in Section #14 (i) (b and c) above within ninety (90)days of the effective date of termination or non-renewal. Manufacturer shall pay to Dealer the lesser of 1.5% late charge per month on any past due payments outlined in this Section #14 (ii) or the maximum permitted by state law.

15) Agreement Transfer: This Agreement may not be assigned or transferred by Dealer without prior written consent of Manufacturer. Any assignment of this Agreement without such consent, any change in majority ownership of capital stock of Dealer (if Corporation) or any change in majority ownership of partnership (if partnership) shall automatically terminate @ Agreement, except as specified below:

(i)Manufacturer may not refuse to transfer this Agreement to any immediate family member succeeding to a Dealer Agreement of a deceased or incapacitated Dealer if each of the following applies: (a) The family member provide to Manufacturer written notice within sixty (60) days after Dealer's death or incapacity of intent to succeed to this Agreement; (b) Successor agrees to be bound by all terms and conditions of existing Agreement; (c) Family member is entitled to inherit the deceased or incapacitated dealer's Agreement pursuant to a written filing with Manufacturer prior to the death or incapacity.

(ii)Manufacturer may not refuse to a transfer, sale or exchange of this Agreement between Dealer and another person if the person meets all the requirements in the existing Dealer Agreement, including financial and business requirements, and agrees to be bound by all terms and conditions of this Agreement and if Dealer applies to Manufacturer for such transfer.

(16) Arbitration: Manufacturer and Dealer agree to binding arbitration of any controversy or claim arising out of or relating to this Agreement or any breach thereof. Arbitration shall be pursuant to the commercial arbitration rules including, but not limited to, the rules of a court having jurisdiction over the site where the arbitration is to occur in a municipal corporation or that has a population of at least two hundred thousand (200,000) and that is closest to or within which Dealer is located as first identified in the Agreement above. The judgment upon the award rendered may be entered into any court having jurisdiction over the matter.

17) No Agency Created: Nothing contained herein shall be deemed to authorize or empower Dealer to act as an agent or legal representative of Manufacturer for any purpose whatsoever.

18) Trademarks: Dealer is authorized to use Manufacturer's trademarks and commercial symbols for the limited purposes of advertising the sale of Manufacturer's product(s) and indicating that Dealer is an authorized reseller of the product(s). Dealer shall not use trademarks in any form or style not authorized by Manufacturer. Authorization shall not be interpreted as a license for use of such trademarks or symbols. Dealer acquires no proprietary rights with respect to such trademarks or symbols and this authorization shall terminate simultaneously with the termination of expiration of this Agreement.

19) Entire Agreement: This Agreement contains the entire Agreement between the parties with respect to its subject matter, and this Agreement may be amended or modified only by written instrument signed by both parties.

20) Separability: If any provision of this Agreement is deemed to be invalid or unenforceable or is prohibited by the laws of the state or place where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or place and shall not be part of the consideration moving from either parry to the other. The remaining provisions of this Agreement, however, shall be valid and binding and of like effect as though such provisions were not included herein.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

MANUFACTURER
BY

DEALER
BY

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